Corporate Board Resolutions are essential governance documents used in Nigerian companies to formally document decisions made by the Board of Directors. These resolutions, governed by the Companies and Allied Matters Act (CAMA) 2020, are required for significant corporate actions such as opening bank accounts, authorizing financial transactions, appointing officers, issuing shares, or entering into major contracts. The document typically requires proper notice of meeting, quorum confirmation, and must be signed by the appropriate officers as specified in the company's articles of association. A Corporate Board Resolution serves as legal evidence of the board's decisions and can be required by third parties such as banks, regulatory authorities, or business partners as proof of corporate authorization.
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1. Title and Company Details: Full legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location of the meeting, and type of meeting (regular/special)
3. Attendance and Quorum: List of directors present, confirmation of quorum as per company's articles
4. Notice and Chairman: Confirmation that proper notice was given and identity of meeting chairman
5. Background and Context: Brief explanation of why the resolution is needed
6. Resolution Statement: The actual resolution(s) being passed, clearly numbered if multiple
7. Authorization: Specific powers granted and persons authorized to act on the resolution
8. Certification: Statement certifying the resolution was duly passed and signatures section
1. Recital of Constitutional Documents: Include when resolution requires reference to company's memorandum or articles of association
2. Declarations of Interest: Required when any director has a personal interest in the matter being decided
3. Financial Terms: Include when resolution involves financial commitments or transactions
4. Regulatory Compliance Statements: Add when resolution requires specific regulatory compliance confirmations
5. Conditions Precedent: Include when resolution is subject to certain conditions being met
6. Voting Results: Required when there's a split vote or when specifically requested to record voting details
1. Supporting Documents: Copies of relevant documents referenced in the resolution
2. Director Attendance Register: Detailed record of directors present, absent, and proxies
3. Power of Attorney: If resolution involves delegating specific powers
4. Financial Statements or Reports: When resolution involves approval of accounts or financial matters
5. Relevant Agreements: Copies of agreements being approved through the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Finance
Manufacturing
Oil and Gas
Technology
Telecommunications
Real Estate
Healthcare
Retail
Mining
Agriculture
Transportation
Construction
Education
Professional Services
Energy
Insurance
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Affairs
Risk Management
Executive Management
Corporate Governance
Finance
Administrative
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Secretary
Board Chairman
Executive Director
Non-Executive Director
Chief Financial Officer
Chief Legal Officer
General Counsel
Compliance Officer
Corporate Governance Officer
Managing Director
Board Member
Corporate Affairs Manager
Legal Counsel
Risk Manager
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